ICSA: A Practical Guide to Memorandum and Articles of Association 2nd ed

This new edition will prove an invaluable resource for anyone seeking guidance on how to draft, amend or interpret their company’s memorandum and articles of association in light of the changes of law brought into force by the Companies Act 2006.

As the basic constitutional documents of a company, the memorandum and articles of association provide the framework within which a company must operate, and practical guidance on the status and content of these is provided in the context of both the Companies Act 1985 and the Companies Act 2006 provisions, including those provisions to be implemented on 1 October 2009.

Key new areas covered include:-

• what action is required to address the change in the status of the memorandum;
• analysis of the new model articles and what they mean for companies;
• guidance on reviewing and revising your articles to take advantage of changes introduced by the Companies Act 2006 such as electronic communications, indemnity clauses, directors’ conflicts of interests and provisions relating to the holding of annual general meetings;
• how to deal with the repeal of authorised share capital requirements.